p. h. glatfelter company (glt) - super absorbent polymer used in agriculture

by:Demi     2019-08-27
p. h. glatfelter company (glt)  -  super absorbent polymer used in agriculture
☒Annual reports submitted under sections 13 or 15 (d)
Securities Trading Act 1934☐Transition reports submitted under sections 13 or 15 (d)
Number of Commission documents as set out in the Securities and Exchange Act of 1934
Registration or organization name of each class registered☑☑☑☑☑☑P. H.
GLATFELTER's business risk factors address the market for employees to comment on property legal action enforcement officers to safely disclose the common stock of the registrant, related shareholder matters and issuer's purchase of equity securities stock performance chart selected financial data management company's discussion on financial status and operational results and analysis of the results of key accounting policies on operational liquidity and capital resources, and estimate the supplementary data sources for the independent registration of public accounting statements (Loss)
Comprehensive income statement (Loss)
Shareholder equity cash flow statement balance sheet. Organization2.
Accounting Policy 3. Acquisition4.
Stop operations.
Obtain disposal of plants, equipment and woodlands. Revenue7.
Earnings per Share 8.
Accumulated other comprehensive income 9. Income Taxes10. Stock-
Based on compensation.
Retirement plan and others
Retirement benefits 12. Inventories13.
Factory, equipment and wood.
Goodwill and intangible assetsOther Long-Term Assets16.
Other current capabilities 17. Long-Term Debt18.
Fair value of financial instruments
Financial derivatives and hedging activities
Shareholder equity 21.
2. Commitment, unexpected circumstances and legal procedures.
Section and Geographic Information 23.
Consolidated Financial Statements 24.
Quarterly Results (Unaudited)
Changes and disagreements with accountants in accounting and financial disclosure controls and procedures other information ownership relationships and related transactions of directors, executives and corporate governance executive compensation to certain beneficial owners and management and related shareholders fees and service fees for independent directors, principal accountants, schedule of financial statements, signed scheduleglatfelter. comwww. sec.
Governor Glatfelter.
ComITEM 1 Glatfelter was operational in 1864 and a key component of our strategy over the past few years has been to focus on developing our engineering materials business.
In this strategic aspect, in 2018, we divested the former professional paper business unit and acquired the Georgian Pacific European non-woven fabric business in Steinford, Germany (“Steinfurt”)
And complete the start-
We built a new airport in Fort Smith, Arkansas.
As a global leading supplier of engineering materials for consumer and industrial applications, we maintain a leading position in key areas to be commensurate with or greater than gross domestic product (“GDP”).
We are based in York, Pennsylvania, USA, with net sales of about $0. 95 billion per year and customers in more than 100 countries.
The business includes 11 manufacturing plants located in the United States, Canada, Germany, France, the United Kingdom and the Philippines.
Our business is managed by two separate business units: composite fibers and advanced inflatable materials.
We acquired Georgia in October 1, 2018.
It acquired the European non-woven business in the Pacific for $0. 181 billion.
The acquisition includes Georgia-
Pacific is located in Steinford, Germany, with sales offices in France and Italy.
It's a state. of-the-art, 32,000-metric-ton-
Manufacturing plants with capacity of about 220 employees.
The combined net sales and relative net sales contributions of our two business units over the past three years are summarized as follows: composite fiber our composite fiber business unit (
"Composite fiber" or "CFBU ")
Provide services to global customers and focus on higher value
Added products in the following markets: mainly for single-
Coffee and tea products are served;
Wallpaper base materials used by the world's largest wallpaper manufacturer;
Technical expertise for various special paper products for applications such as electric energy storage, transportation and transmission, wet wipes, etc.
Engineering fiber-
Based on application;
Composite laminated paper for decorative laminated products, furniture and flooring applications;
Metallized products for labeling, packaging liners, gift packaging and other consumer goods applications.
Our strategic focus in the composite fiber sector is: optimizing our portfolio and leveraging the growing global market for beverage filtration, construction, electrical and consumer goods;
Make targeted investments to create incremental capacity to serve the growing market;
Using innovative resources to promote the development of new products and new businesses;
Continuous improvement methods for maximizing productivity, reducing costs and expanding capacity;
Ensure that specialized raw material needs or suitable alternatives are readily available to support the projected growth.
Our advanced air transport materials Business Department (
"Advanced aerial laying" or "AMBU ")
Is the world's leading supplier of high water absorption and ultra-thin cellulose
It is mainly used to manufacture consumer products to meet the growing global terminal demand. user markets.
The market for advanced air laying services includes: Female hygiene; Characteristic wet wipes; table top;
Incontinence in adultshome care;
Other consumer goods.
It enables it to produce at an industry-leading operating speed.
Its proprietary order
Lane festooning technology provides conversion and product packaging to support efficiency optimization of the customer's conversion process.
This business unit is-
The combination of housing technology expertise with a large amount of capital investment requirements and strict customer expectations creates huge barriers to entry for new competitors.
Maintain and expand relationships with market customers
Leading consumer goods companies and companies that arrange distribution through private labels;
Take advantage of our ability to innovate in products and processes;
Expand the geographical scope of the service market;
Optimize the use of existing production capacity;
Constantly improve methods and initiatives to reduce costs, improve efficiency and create more capacity.
Over the past three years, about 16% of our combined net income each year has come from P & G, a client in the senior aviation materials business unit.
Our business needs to spend on supporting growth strategies, R & D plans, and upgrading or replacing equipment normally.
Over the past three years, we have spent a lot of money on capacity expansion projects for advanced aviation materials.
Capital expenditures totaled $42. 1 million, $80.
$8 million and $61.
In 2018, 2 million, 2017 and 2016 respectively.
It is estimated that total capital expenditures in 2019 amounted to approximately $23 million to $28 million.
We are bound by various federal, state and local laws and regulations aimed at protecting the environment and human health and safety.
At different times, our compliance with these regulations will incur costs, and we may incur additional costs as new regulations are formulated or regulatory priorities change.
As of December 31, 2018, we have employed approximately 2,600 people around the world, of which approximately 60% are represented by the labor work committee.
We believe that the overall relationship with employees is satisfactory.
The corporate governance page of our website includes corporate governance principles, business code of conduct, and biographies of our board of directors and executives.
In addition, the website also includes board audits, remuneration, nominations, and articles of association of the corporate governance committee.
The corporate governance page also includes a code of business ethics for Glatfelter CEO and senior finance officer, our "report"
Policy and other related materials.
By posting this information on our website, we meet future disclosure requirements of CEO and senior finance officer for any revisions or exemptions to our code of business conduct or code of business ethics.
We will provide free of charge to anyone requesting a copy of the code of conduct or code of conduct for the CEO and senior finance officer by contacting the Investor Relationship (717)225-
2719, ir @ glatfelter.
Comor was sent by mail to 96 south George Street, 520 suite, PA York, Zip code: 17401.
Project 1 ARISK factory government rules, regulations and policies have an impact on the cost of certain energy sources, especially on the cost of our European operations.
In Europe, we currently benefit from some governments.
Among other things, sponsored projects are related to green or renewable energy initiatives designed to reduce the cost of electricity for large industrial electricity consumers.
Any reduction in government-supported incentives can adversely affect the costs ultimately borne by our operations.
In addition, the European Commission is looking into certain energy projects in Germany, which we have benefited from, whether they are in line with the EU rules on state assistance.
The results of these investigations may require us to return certain benefits previously obtained, or reduce them in the future, and may affect the results of our operations.
We have a lot of costs and potential responsibility for environmental issues.
We operate in a place where political and economic instability is possible.
If any of the above risk factors affect our business in an important way or combination during the same period, we may not be able to generate sufficient cash flow to fund our business at the same time, to fund the capital expenditures of our common stock, the performance of obligations and the payment of dividends.
Project 1 BITEM 2 Project 3 executive officer became chief executive officer on January 1, 2011 and became chairman of the board of directors on May 2011.
Prior to that, he served as executive vice president and chief operating officer and has held the position since February 2005. Mr.
Parrini joined us in 1997, having previously served as senior vice president and general manager, starting in January 2003, before which he served as vice president in charge of sales and marketing.
Promoted to Executive Vice President and Chief Financial Officer in February 2014.
From April 2016 to January 2017
Jacunski also serves as president of the professional thesis business unit.
He joined us in October 2003 and served as vice president and chief financial officer of the company.
He was promoted to senior vice president and chief financial officer in July 2006. Mr.
Jacunski has served as vice president and chief financial officer of WCI Steel, Inc.
From June 1999 to October 2003.
Before joining WCI, Mr.
Jacunski has held various positions at KPMG, an international accounting and consulting firm.
In January 2015, he was appointed senior vice president of advanced aviation materials and president of the business unit.
He joined us in August 2010 as vice president of corporate strategy and was promoted to Senior Vice President in February 2014.
Prior to joining us, he was an entrepreneur who led a private holding business from 2004 to 2010.
Before that, sir.
Astley holds positions with global management consulting firm Accenture and Coca-ColaCola Company.
Served as senior vice president of composite fiber and president of business unit. Mr.
Rapp joined us in August 2006 and has been leading the composite fiber business unit since then.
Prior to this, he has served as vice president and general manager of Avery Dennison's volume materials business in Central and Eastern Europe since August 2002.
Promoted to vice president of human resources in April 2017.
She joined us in 2012 as director of global compensation and benefits and was promoted to vice president in September 2015. Ms.
Baker has held various human resources positions at Armstrong world Industrial Corporation.
Was appointed vice president of finance in December 2011 and served as our chief accounting officer.
Prior to his promotion, he was our vice president, chief financial officer of the company and has been in this position since joining Glatfelter in January 2006. Mr.
Elder was the company director of York International.
Joined us in March 2016 as vice president of company development and strategy.
Before joining us, sir.
Hillard served as vice president of business development at Dover from July 2014 to 2016, responsible for the strategy and M & A of the fluid business unit.
From February 2011 to 2014, he served as vice president of business development at SPX Corporation, responsible for all M & A related strategic activities in Flow Technology.
In addition, he worked in the M & A group of Blackstone Group.
Joined us in September 2015 as vice president and chief information officer.
Prior to joining Glatfelter, he worked at Hershey for 17 years, where he held various IT positions including vice president and CIO.
Project 4 mine safety disclosure 5 Project 6 Selected Financial Data Project 7 Management Discussion and Analysis of financial status and operational results
K includes forwarding
Statement in the sense of the Private Securities Litigation Reform Act of 1995.
All statements except statements of historical facts, including statements on industry prospects and future Consolidated financial status or results of operations
K is looking forward to it.
We identify forward using expressions such as "expectation", "belief", "expectation", "future", "intention" and similar
Look at the report. Forward-
The forward-looking statement reflects the current expectations of management and is uncertain in itself.
Our actual results may be very different from such expectations.
The following discussions include:
Statements, among other things, on expectations of environmental costs, capital expenditures and liquidity, all of which would have been difficult to predict.
Although we have made such statements based on what we believe is reasonable, there is no guarantee that the actual results will not differ materially from our expectations.
Therefore, we have identified the following important factors that, among other factors, may lead to our results being different from the results that any such forward might have predicted, predicted or estimated --
Statement: I. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv.
We produce a variety of engineering materials and manage our company along two business units: composite fiber advanced aviation materials. As at December 31, 2018, we reported a net loss of $177.
6 million, or $4.
$06 per share, net income of $7.
9 million, or $0.
18 per share after dilution on 2017.
As part of our strategic transformation to become the world's leading supplier of engineering materials, in October 31, 2018 we completed the sales of professional thesis business units.
As a result, the results of professional papers are classified as discontinued business for all submission periods, including the recognition of impairment costs of $144.
1 million, related to the sales of the business unit.
In addition, in October 1, 2018, we completed the acquisition of Georgia --
Pacific European non-woven business based in Steinford, Germany (“Steinfurt”)
Annual income is about $99 million. .
Regarding the sales of the professional thesis business unit, the results of its operations, including the loss of sales records, are reported as discontinued operations for all periods.
This adjustment reflects the net result of this shutdown operation. .
These adjustments mainly reflect
Time professional and legal costs directly related to the evaluation and execution of certain strategic plans, acquisition transaction costs and monetary translation gains from acquisition financing. .
This adjustment reflects
Capital, 1-
Time Cost associated with start
A new aerial laying production facility was built in Fort Smith, Arkansas, and a new commercial system was implemented. .
This adjustment reflects the costs associated with initiatives to optimize the cost structure of certain business units in response to changes in business conditions.
The cost is mainly related to layoffs.
Loss of production assets and certain contract termination costs. .
This adjustment does not include proceeds from woodland sales as these items are not considered part of our core business, ongoing results of operations or cash flow.
This adjustment reflects the recorded amount estimated for the impact of TCJA, which was signed into law in December 22, 2017.
In many of the provisions, TCJA includes a non-U. S.
Tax rates for subsidiaries and companies vary from 35% to 21%.
These adjustments are unique and are not considered open. In nature.
The transaction is irregular in terms of time and amount, and may have a significant impact on our business performance.
As a result, these items may not indicate our past or future performance and are therefore excluded for purposes of comparability.
Thousands, except per sharepre-tax)(1)(thousands).
Based on our management accounting practices and management structure, the results of each business unit are presented.
There is no comprehensive and authoritative management accounting guidance organization, which is equivalent to the generally accepted accounting principles in the United States;
Therefore, the financial results of a single business unit are not necessarily comparable to similar information for any other company.
The management accounting process uses assumptions and allocations to measure the performance of the business unit.
With the strengthening of management accounting practices and changes in business, methods are improved from time to time.
The costs incurred by support areas that are not directly aligned with the business unit are primarily allocated based on the estimated utilization of support Domain Services, or included in the business unit performance table "other and unallocated.
Displayed under the heading "other and unassigned.
"When evaluating the performance of the operating unit, the management does not use any measure of the total assets.
This report is consistent with the management and operational structure of our company.
It is also on this basis that the company's performance is evaluated by the company's internal and board of directors.
The combined total was $866.
$3 million and $800.
In 2018, 4 million and 2017 respectively. The $65.
The growth of 9 million was driven primarily by $25.
Discount currency conversion of 4 million, $23.
$1 million and $11 acquisition.
Prices rose 7 million.
The transportation volume increased by 2. 3%.
Net sales increased by $10. 6 million, or 1.
9%, totaling $554.
2018 9 million.
The main reason for the increase was $18.
Translate from favorable currency and $9 million.
Average selling prices rose 5 million.
The volume of transport in this business unit has decreased by 4. 4%.
Net sales totaled $311.
2018 4 million.
Net sales increased by $55.
Year 3 million-over-
The annual comparison was mainly due to an increase in transport volume of 13.
2%, reflecting organic growth of 5.
6%. collection by Stein.
Favorable currency translation accounts for $6.
The 5 million and higher prices contributed $6. 2 million.
Other and unallocated undistributed to the business unit and reported in our business unit performance sheet Total net operating expenses for "other and unallocated" amounts to $56.
3 million to $59 2018.
2017 1 million.
The amount in this category includes the cost of the strategic plan, the expansion of the capacity laid in the air and the cost optimization action, all given in the reconciliation of the GAAP results with the adjusted earnings.
These expenses are not distributed to the business unit and are recorded in the accompanying consolidated income statement (loss)
Under the heading "sales, general and administrative expenses.
"The cost of shared services for companies is $23.
$1 million and $26.
7 million years of and 2018 of the 2017 of respectively was included in the professional paper of results according to generally accepted of accounting principle need to be into continuous management of income.
Over the past three years, we have completed the following asset sales each year: in terms of ongoing operations, we recorded $7 for the year ended December 31, 2018.
7 million pre-tax Income tax provision of $7. 3 million.
The comparable amount for 2017 was $25.
Pre-tax income of $1 million and $19. 5 million.
As discussed more fully in Item 8 --
Financial statements and supplementary data, note 9 the tax reduction and Employment Act (“TCJA”)
Also known as the United StatesS.
The Tax Reform Act was passed in December 22, 2017.
Regarding TCJA, we recorded the cost of $20.
The fourth quarter of 2017 was 9 million.
Our actual tax rate of 2018 is unusually high, mainly due to losses caused by lower taxes in the United States. S. -
Based on the business, and the provisions of TCJA, these regulations require us to provide additional services to the United StatesS.
International Income tax (
Global invisible low tax revenue (GILTI).
We own and operate facilities in Canada, Germany, France, the UK and the Philippines.
The functional currency of our Canadian business is the United States. S. dollar.
In Germany and France, however, it is the euro, in the UK, it is the pound, and in the Philippines, the functional currency is the peso.
On an annual basis, our euro-denominated income exceeds EUR 0. 16 billion.
Compared with 2017, the average currency exchange rate of 2018 euros has increased compared with the United States. S.
About $4.
A year-on-year increase of 6%, the pound against the dollar appreciation of about 3. 7%.
With respect to the pound, the Canadian dollar and the Philippine peso, we have different numbers of inflows and outflows of these currencies, albeit to a lesser degree than the euro.
Therefore, we are faced with a change in the currency exchange rate, which may be very large.
Translate the results of international business into the United StatesS.
The dollar is affected by changes in foreign currency exchange rates.
We completed the sales of the professional thesis division in October 31, 2018.
Its business results are reported as discontinued business for all periods.
For the year ended December 31, 2018, we reported a net loss of $177 for discontinued operations.
2 million, including $144.
1 million impairment expenses related to the sales business unit.
As of December 31, 2017 and 2016, we reported net income of $13 for discontinued operations.
$5 million and $35.
7 million respectively.
Net income of $2017 was $2017.
9 million, or $0.
After dilution, $18 per share, compared to $21.
6 million, or $0.
On 2016, $49 per share after dilution. The GAAP-
The results reflect the impact of major and non-abnormalities.
Recurring projects including $7.
3 million of the pension settlement fee, $40.
0 million charges revenue to increase our reserves on environmental issues at the Fox River, costs associated with our capacity expansion projects and cost optimization actions.
Exclude these items from the results of the report, adjusted income
The standard for GAAP is $26.
4 million, or $0.
59 the diluted share per share was 2016, compared to $19.
4 million, or $0.
Diluted 44 per share a year ago.
Thousands, except per sharepre-tax)(1)
This adjustment in 2016 reflects the cost of increasing our estimated cost Reserve in relation to government oversight, remedial activities and long-term cooperation
Regular monitoring and maintenance of Fox River site.
This adjustment reflects
During 2016, as part of the voluntary provision to the parties who have been terminated, time costs for the settlement of certain pension liabilities were paid.
Our eligible pension plan is underfunded and this action does not require us to provide any cash. (thousands)
The combined cost for 2017 was $800.
$4 million, compared to $761.
2 million for 2016
Net sales increased by $34 on a currency-unchanged basis. 3 million, or 4. 5%.
The volume of transportation increased by 6. 8%.
Net sales increased by $27. 3 million, or 5.
3%, totaling $544.
2017 3 million.
The volume of transport in this business unit has increased by 9.
$ 2%, $2 for currency translation. 0 million;
However, the price of $10 has had an adverse effect on this comparison. 1 million.
Net sales of advanced aviation materials were $256.
2017 1 million.
Net sales increased by $11.
Year 8 million-over-
The annual comparison was mainly due to an increase of 3. 1%.
Net operating expenses not allocated to the business unit and reported in our business unit performance table as "other and unallocated" amounted to $59.
In 2017, it was $1 million, compared to $102.
2016 2 million.
The amount includes a fee of $40.
There was a record of 0 million in 2016 to increase our expense reserves related to the Fox River environmental issues.
These expenses are not distributed to the business unit and are recorded in the accompanying consolidated income statement (loss)
Under the heading "sales, general and administrative expenses.
"This issue was discussed more fully in Note 21 to item 8 financial statements and supplementary data.
For the year ended December 31, 2017, we recorded $25.
1 million the pre-tax income tax reserve is $19. 5 million.
The comparable amount for 2016 was $28.
4 million, a loss of $42 before tax. 6 million.
As discussed more fully in Item 8 --
Financial statements and supplementary data, note TCJA law was passed on December 22, 9.
Regarding TCJA, we recorded the cost of $20.
The fourth quarter of 2017 was 9 million.
We own and operate facilities in Canada, Germany, France, the UK and the Philippines.
The functional currency of our Canadian business is the United States. S. dollar.
In Germany and France, however, it is the euro, in the UK, it is the pound, and in the Philippines, the functional currency is the peso.
During 2017, we earned more than 0. 13 billion euros in euro terms.
Compared with 2016, the average currency exchange rate of 2017 euros rose by about 2% compared with the United States. S.
Compared with the same period last year, the pound's exchange rate against the dollar fell by about 5%.
With respect to the pound, the Canadian dollar and the Philippine peso, we have different numbers of inflows and outflows of these currencies, albeit to a lesser degree than the euro.
Therefore, we are faced with a change in the currency exchange rate, which may be very large.
Translate the results of international business into the United StatesS.
The dollar is affected by changes in foreign currency exchange rates.
We are bound by various federal, state and local laws and regulations aimed at protecting the environment and human health and safety.
At different times, our compliance with these regulations will incur costs, and we may incur additional costs as new regulations are formulated or regulatory priorities change.
We did not enter any off-site transactions as of December 31, 2018 and 2017balance-
Paper arrangement.
We are a financial derivative of one of its parties and a debt guarantee consisting solely of obligations of subsidiaries and partnerships, as reflected in the consolidated balance sheet contained in Item 8-Financial Statements and supplementary data.
The following table lists the contractual obligations as of December 31, 2018 :(1)(2)(3)(4)(5)
Important accounting policies and previous discussions and analysis to assess our consolidated financial position and results of operations are based on our consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses and or related disclosures of assets and liabilities. On an on-
We evaluate our estimates, including those related to inventory
Living assets, pension and post
Employment obligations, environmental responsibility and income tax.
We estimate based on historical experience and various other assumptions that we believe are reasonable in this case, and the results form the basis for judgment on the book value of assets and liabilities, these values are not easy to see from other sources.
The actual results may be different from those estimates.
We evaluate our long-term resilience. and indefinite-
Living assets, including factories, equipment, woodlands, goodwill and other intangible assets, indicate that the book amount is not recoverable on a regular basis or when circumstances occur or change.
Goodwill and non-goodwill
Amortized tradename Intangible assets are subject to impairment review in the third quarter of each year.
The fair value of goodwill is determined by market methods and discounted cash flow models.
Non-fair value
Amortization of tradename Intangible assets is determined using the discounted cash flow model.
Our assessment includes consideration of a variety of qualitative factors, as well as cash flow based on underlying assets, profitability information (including estimated future operating results, trends, or other determinants of fair value)
If the asset value determined by these assessments is less than its book value, the difference between the fair value of the asset and the book value is confirmed.
Future adverse changes in market conditions or poor operating results of related businesses may indicate that the book value of assets cannot be recovered and therefore impairment charges may be required in the future.
Accounting by definition
Various assumptions are required for the pension plan and any reduction or settlement thereof, including but not limited to the expected long-term discount rate
Long-term return on planned assets, future salary growth and mortality.
Accounting for our retirement medical plans, and any cuts or solutions to them, also requires various assumptions, including, but not limited to, discounts and annual growth on the per capita cost of health care benefits. (1)
When liability may have occurred and the amount of liability can be reasonably estimated based on existing legislation and remediation techniques, we reserve accrued items for losses related to environmental obligations.
With the continuation of the assessment and remedial action and/or further development of legal or technical information, these accrual items are adjusted on a regular basis.
Such liabilities do not include any insurance or other claims against third parties.
If costs extend the life of an asset, increase the capacity of the asset and/or mitigate or prevent contamination in future operations, environmental costs will be capitalized.
Recovery of environmental remediation costs from other parties, including the insurance carrier, upon receipt without reasonable doubt, as an asset.
We document the estimated future tax impact of temporary differences between the tax base of assets and liabilities and the amounts reported in our consolidated balance sheet, as well as the carry-over of operating losses and tax credits.
These deferred tax assets and liabilities are measured using enacted tax rates and laws that will take effect when they are expected to be reversed or used.
We regularly review the recoverable assets of our deferred tax based on historical taxable income, projected future taxable income, expected time for reversal of existing interim differences, and tax planning strategies.
If we are unable to produce sufficient future taxable income, or if there is a material change in the period in which the actual effective tax rate or the temporary difference in the basis becomes taxable or deductible, we may be required to add valuation allowances to our deferred tax assets, which may result in a substantial increase in our effective tax rates and have a significant adverse effect on the results we report.
Project 7 a Project 8 internal control of financial statements and supplementary data-
Integrated Framework (2013)
Report of Independent CPA firm. H.
GLATFELTER and its subsidiaries. H.
GLATFELTER and its subsidiaries. H.
GLATFELTER and its subsidiaries. H.
GLATFELTER and its subsidiaries. H.
GLATFELTER and its subsidiaries. H.
GLATFELTER 12.
The consolidated financial statements include the accounts of Glatfelter and its wholly-owned subsidiaries.
All inter-company balances and transactions were eliminated.
Preparing financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions, the amount of assets and liabilities affecting the report and the disclosure of contingency expenses as of now the balance sheet date during the reporting period and the reported amount of income and expenses.
Management believes that the estimates and assumptions used in preparing these consolidated financial statements are reasonable based on the facts and known circumstances currently available, but recognizes that the actual results may differ from those estimates and assumptions.
Operating results of professional papers business units are classified as discontinued operations for all periods listed in the consolidated income statement (loss).
In addition, the relevant assets and liabilities of the business unit have been classified as sales assets in the consolidated balance sheet in December 31, 2017.
Cash and cash equivalents inventory is indicated at a cost or at a lower market price.
Raw materials, in-
The value of the process and finished product inventory is mainly the use of mean-cost method.
For the purposes of financial reporting, depreciation is the use of straight-
Line method on estimated service life of respective assets.
Maintenance and repair costs are included in the revenue and capitalized for major updates and improvements.
When the property is retired or sold, the net book value is eliminated and any resulting gain or loss is included in the income.
Our long-term assessment
When a particular event indicates that the book value of an asset may not be recovered, the living asset used for impairment.
Recyclability is assessed on the basis of an estimate of future cash flows expected to result from asset use and final disposal.
If the sum of the expected undiscounted cash flow is less than the book value of the asset, estimate the fair value of the asset and confirm the impairment loss for the amount of the book value exceeding the estimated fair value.
Income tax is determined according to fasb asc 740 income tax, using the asset and liability method for accounting Income tax (“ASC 740”).
Under ASC 740, tax fees include the United StatesS.
And international income tax plus U. S.
Taxes on undistributed income of international subsidiaries that are not considered permanent investments.
Tax credits and other incentives reduce tax expenditures for the reporting credit year.
Certain income and expenditure items are not reported in tax returns and financial statements for the same year.
The tax impact of this temporary difference is reported in deferred income tax.
If Deferred tax assets are more likely to be realized in the coming years, the deferred tax assets are confirmed.
We have set valuation allowances for the realization of unlikely Deferred tax assets.
Ordinary shares purchased for the Treasury are accounted for at cost.
On the date of subsequent re-issuance, the cost of the Treasury stock account being Weighted shares was reduced
Average cost base.
The impact of foreign currency conversion gains and losses and exchange rate changes on transactions designated as net foreign investment hedging is included in the components of other Consolidated income (loss).
The profit and loss of the transaction is included in the income during its occurrence.
We used ASU No. 2014-
Revenue from signing contracts with customers in the first quarter of 09, 2018.
Clarify the principle of revenue recognition and expand disclosure requirements;
However, the ASU No was passed. 2014-
09 has no effect on the time or amount of income recognized at any period.
For additional information on the breakdown of our net sales, please refer to Note 6.
Accrued items for losses related to environmental obligations are recorded in the event of possible liability and the amount of liability can be reasonably estimated based on existing legislation and remediation techniques.
With the continuation of the assessment and remedial action and/or further development of legal or technical information, these accrual items are adjusted on a regular basis.
Such undiscounted liabilities do not include any insurance or other claims against third parties.
If costs extend the life of an asset, increase the capacity of the asset and/or mitigate or prevent contamination in future operations, environmental costs will be capitalized.
Recovery of environmental remediation costs from other parties, including the insurance carrier, upon receipt without reasonable doubt, as an asset. Basic income (loss)
Divided by net income per share (loss)
By weighting
Average ordinary shares have been issued during each period.
Diluted earnings per share by dividing net income by weighting-
Average common stock and common stock equivalents not issued during the period.
During the net loss period, the dilution loss per share is equal to the basic loss per share.
When calculating diluted earnings per share using the treasury stock method, the dilution effect of common stock equivalents is taken into account.
We use financial derivatives to manage foreign exchange risks.
Derivatives and hedging according to fasb asc 815 (“ASC 815”)
We record all derivatives on our balance sheet at fair value.
The accounting of changes in the fair value of derivatives depends on the expected use of derivatives. do we choose to specify derivatives in the hedging relationship and apply hedging accounting, whether the hedging relationship meets the standards necessary for the application of hedging accounting.
Comprehensive income (loss).
When hedging forecast transactions are recorded in our operating results, deferred gains and losses are re-classified as our operating results.
The effectiveness of cash flow hedging is assessed quarterly at the beginning and after.
If the instrument becomes invalid or may not have the transaction originally predicted, the relevant changes in the fair value of the derivative instrument will also be reclassified from the accumulated Other Consolidated income (loss)
And confirm in the income.
Based on fair value measurement and disclosure accounting, a fair value hierarchy has been established, giving priority to inputs in valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quotes in an active market with the same assets or liabilities (
First-level measurement)
And the lowest priority for non-observable inputs (
Level 3 measurement).
The level of financial instruments in the fair value hierarchy is based on the minimum level of any input that makes sense for fair value measurement.
The three levels of the fair value level are described as follows: level 1-Level 2 -Level 3 -
On February 2018, FASB released ASU No. 2018-
02, "re-classify certain tax effects of other consolidated income accumulated. (“ASU No. 2018-02”).
Tax cuts and Employment Act, December 2017 (“TCJA”)
By becoming law, the statutory federal tax rate has been reduced from 35% to 21%, among other provisions.
Changes in tax rates affect the book value of deferred income tax assets and liabilities. ASU No. 2018-
02 allow re-classification from other consolidated income accrued (“AOCI”)
Retained earnings for stranded tax effects caused by TCJA.
We chose to pass ASU No. 2018-
In the first quarter of 2018, we reclassified $22.
AOCI 3 million of the net deferred tax offer for Retained earnings.
Improvement of the presentation of the net cost of periodic pensions and the net cost of post-periodic retirement pensions. Leases (Topic 842)
Derivatives and hedging (Topic 815)
, Targeted hedge activities to improve accounting "in June 2016, the Financial Accounting Standards Committee issued ASU did not. 2016-
13 financial instrumentsCredit Losses (Topic 326)
: Measurement of credit loss of financial instruments, which changes the impairment model of most financial instruments, including Trade receivables from the method of loss that has occurred to the new forward
Forward-looking methods based on expected losses.
According to the new guidance, the allowance was confirmed on the basis of an estimate of the expected loss of credit.
The standard was valid for us in 2020 and it is necessary to use an improved retrospective transition approach.
We are currently evaluating the possible impact of this standard on our operational results and financial position. 3. (Unaudited)4.
The following table lists the book amount of the major assets and liabilities of the professional papers, which were classified as being sold on the consolidated balance sheet as of the end of 2017: a few parts per thousand. 6. REVENUE7. 8.
Cumulative other consolidated income the following table lists the amounts reclassified from the accumulated Other Consolidated income (losses)
Year shown. 9.
As of December 31, 2018, the income tax on all terms of accounting TCJA has been completed.
We submitted our $2017. S.
Federal income tax returns for the third quarter of 2018, reporting a mandatory repatriation transition tax on net profit and profits of our foreign subsidiaries.
So we recorded net income of $0.
5 million adjust the provisional amount previously recorded in 2017 in relation to the repatriation provisions.
For the year ended December 31, 2018, our income tax expenses increased by about $2.
5 million as a result of the GILTI clause, and as we use the resources of the United States,S.
Federal tax loss carry-over limits our ability to confirm the relevant foreign tax credits and deduct up to 50% of GILTI's revenue.
Because we use American. S.
The federal tax loss carried forward has no effect on the cash tax related to the GILTI clause. (1)(1)
Including provincial or similar local jurisdictions, if applicable.
The assessment was determined or resolved during this period, or such regulations were closed.
Due to the possibility of federal, state and foreign examinations being resolved, and the expiration of various statute of limitations, our unconfirmed balance of tax benefits is likely to be reduced by $0 to $6 over the next 12 months. 5 million.
Most of this range is related to tax positions in Germany and the United States. S. 10.
Awards for RSUs and PSAs are presented under our LTIP.
The attribution of RSUs is usually based on the passage of time, usually in three-
In some cases, RSUs was granted a five-year cliff attribution.
PSAs is sent to management members and attribution is based on the achievement of the cumulative financial performance target over a two-year period, followed by additional targets --
Annual service period.
Performance measures include minimum, Target, and maximum performance levels, providing grantees with the opportunity to acquire more or less shares than the target, based on actual financial performance.
In addition, starting from 2018, the PSA award includes three-
Total annual shareholder returns relative to the broad market index.
For RSUs, the fair value of the award date Award, or the closing price of common stock per share on the award date, is used to determine the amount of the fee to be confirmed during the applicable service period.
For PSAs, the fair value of the grant date is estimated using the grid model.
Important inputs include stock price, volatility, dividend yield and risk
Free rate of return.
The settlement of RSUs and PSAs will be carried out with our current shares of common stock held in the Treasury.
The following table lists information related to excellent SOSARS :(in thousands)(in thousands)11.
With respect to the sale of the professional paper business unit, the buyer assumed a $0. 21 billion pension liability for all on-the-job employees as of October 31, 2018, and we agreed to transfer approximately $0. 28 billion of pension assets, with final actuarial decisions.
In addition, as of October 31, 2018, the buyer had undertaken a $38 million retirement health care liability related to on-the-job employees.
We reserve pension retirees health care liabilities for all retired and deferred, both professional paper employees.
Net periodic benefit costs include the following components: all pension plan assets in the United StatesS.
Invest through a single trust fund.
The strategic asset allocation of the trust fund is selected by management and reflects the results of the integrated asset and liability modelling.
General principles guiding the United StatesS.
The pension asset investment policy is the Employee Retirement Income Protection Act of 1974 (ERISA).
These principles include fulfilling our investment responsibility for the exclusive benefit of program participants, in accordance with the "prudent expert" standards and other ERISA rules and regulations.
We develop strategic asset allocation percentage targets and appropriate benchmarks for important asset classes with the aim of achieving a cautious balance between returns and risks.
The target range of the planned asset investment allocation is 80% to 100% of fixed income, the balance of cash and cash equivalents.
In 2018, we were not asked to make a contribution to our eligible pension plan, nor did we expect to make a contribution to the plan in 2019.
Expected in 2019 according to our
The eligible pension plans and other welfare plans are summarized as follows: we maintain 401 (k)
Plans for certain hours and paid employees.
Under certain restrictions, the income of employees may be as high as 50%.
The company's competition is conducted in cash.
401 of our fees (k)match was $0. 4 million, $0.
$3 million and $0.
In 2018, 2 million, 2017 and 2016 respectively. 12. 13. 14. 15. 16. 17.
Or merge.
We also need to comply with the prescribed financial tests and ratios including: I)
Ratio of maximum net debt to EBITDA (
"Leverage ratio "); and ii)
Combined EBITDA with interest expense ratio.
The biggest limit in our contract is the maximum leverage ratio of 4. 5x reducing 4.
End of 2019.
As of December 31, 2018, the leverage ratio calculated based on the definition in our revised credit agreement was 2. 9x.
Violation of these requirements will result in certain remedies under the revolving credit mechanism, which include termination of the agreement and accelerated repayment of outstanding loans and accrued and unpaid interest under credit financing.
Provisions of certain agreements.
There is no outstanding amount under the letter of credit. 18. 19.
We use currency forward contracts as cash flow hedging to manage the risk of currency exchange rate fluctuations on certain projected production costs or capital expenditures that we expect to occur within a maximum of 18 months.
The currency forward contract involves fixing the euro-
USD exchange rate or USD-
CAD, used to deliver the foreign currency of the specified amount on the specified date.
We also sign forward foreign exchange contracts to mitigate the impact of currency exchange rate changes on balance sheet monetary assets and liabilities.
None of these contracts are designated as hedging for financial accounting purposes, therefore, the value change of the foreign exchange forward contract andbalance-
Schedule transactions are reflected in the accompanying consolidated income statement (loss)
In the title "other, network.
Fair Value Measurement: 20. 21.
The following table summarizes the minimum annual payments that do not cancel the expiry of operating leases and other similar contractual obligations, and the initial or remaining period of these payments is more than one year: we have previously reported that due to the presence of PCBs, we face significant uncertainty related to environmental claims (“PCBs”)
In the deposits of the Lower Fox River and the Wisconsin Green Bay where our previous Neenah facilities were located (
Collectively referred to as "site ").
Based on certain procedural steps and court approval, we have resolved many uncertainties as described below. .
In 2008, in the assignment action, NCR and Appvion sued us and many other defendants in an attempt to allocate the cost of cleaning up this site between the responsible parties, and compensate the government for the fees and Natural Resources Trustees of NRDs.
The case is referred to as the "Cod action ".
"NCR/Appvion agrees that the decree and our settlement with the Georgian Pacific resulted in the prohibition, waiver or withdrawal of all claims between the responsible parties.
Thus, on October 10, 2017, the federal district court granted a provision that rejected all remaining claims in the cod action.
Therefore, unless there are certain limited circumstances that permit the re-filing of the claim, we are not bound by any other party's expense or damage redistribution claim, and we cannot seek donations or redistribution from them.
Glatfelter agreed to pay $20 by decree.
$5 million to meet the government's claims and NRDs for costs incurred prior to October 2018.
On January 2019, at the request of the consent order, we deposited the money into the court registry account and, if the act came into effect, the amount would be paid to various government funds at the request of the United States.
According to the consent order, we will be responsible for the reimbursement of government supervision fees paid in October 2018 and approximately 30 years thereafter.
We expect that a large part of the oversight costs will occur in the coming years before the remediation is completed.
Once completed, costs will be reduced by one order of magnitude in most years over the long term
Regular monitoring and maintenance.
We monitor costs and long term for the past and future governments
The terms are monitored and maintained as follows :.
Based on our analysis of all available information, including, but not limited to, decisions of the court, official documents such as record of the award, discussions with legal counsel, future monitoring and maintenance, and other estimates of ex-post costs
Remediation costs performed on site, we do not believe that our costs associated with the Fox River incident may exceed the total amount accumulated in the material amount. .
Our current assessment is that we expect the federal district court to sign the Glatfelter consent order and, therefore, the Fox River incident will not have a significant adverse effect on us.
However, if the district court does not sign the consent order, our reserves will not be sufficient to guarantee future obligations related to this matter. 22.
Based on our management accounting practice and management structure, the segmentation and geographic information results of each business unit are introduced.
There is no comprehensive and authoritative management accounting guidance organization, which is equivalent to the generally accepted accounting principles in the United States;
Therefore, the financial results of a single business unit are not necessarily comparable to similar information for any other company.
The management accounting process uses assumptions and allocations to measure the performance of the business unit.
With the strengthening of management accounting practices and changes in the business, methods are improved from time to time.
Costs incurred in support areas that are not directly aligned with the operational sector are primarily allocated based on the estimated utilization rate of support area services.
Mainly used for food and beverage filter paper for single person
Coffee and tea products are served;
Wallpaper base materials used by the world's largest wallpaper manufacturer;
Technical expertise for power storage, transportation and transmission, wipes and other heights-
Engineering fiber-
Based on application;
Composite laminate for decorative laminate, furniture and flooring applications;
Metal Products for labeling, packaging liners, gift packaging and other consumer goods applications.
Female health; Characteristic wet wipes; table top;
Incontinence in adultshome care;
Other consumer goods. 23.
As at December 31, 2017, the consolidated income statement for the Consolidated balance sheet condensed the consolidated annual cash flow statement.
Item 9 changes in accounting and financial disclosure and disagreements with accountants item 9 a item 9 BITEM 10 director information required by this item is incorporated into this project in reference to our agency statement, the date is March 29, 2019 or around.
Our board of directors has determined that, based on the relevant experience of the members of the audit committee, two of the four members are Audit committee finance experts, as this term is specified in the applicable regulations of the SEC.
The information required by this project regarding the executive officer is incorporated into this report by reference to the "executive officer" as set out in page 11 of Part I of this report. www. glatfelter.
Project 11 project 12 project 13 Project 14 project 15 (b)
Share Purchase Agreement signed on March 13, 2013 by Glatfelter Gernsbach GmbH & Co. KG. (as purchaser), P H.
Glatfelter company (
As a guarantor of the buyer)
Fortress security document AG (as vendor)
Fortress Paper Co. , Ltd. (
As supplier guarantor).
Share Purchase Agreement dated June 19, 2018, signed by Buckeye Holdings Limited, Georgia
Pacific non-woven Co. , Ltd. and Glatfelter Gaines Bach GmbH & Co. KG.
* Asset purchase agreement before and between August 21, 2018 PH.
Glatfelter and Spartan Paper Co. , Ltd.
* Articles of association revised as of December 20, 2007 (
Recap to file with Edgar).
Revised and reiterated the articles of association of P. H.
The revised Glatfelter Company, dated December 15, 2016, dated October 3, 2012H.
The designated Subsidiary Guarantor Glatfelter and the United StatesS.
The National Association of Banks, as trustees, is related to 5.
375% senior notes are due 2020.
First supplementary deed as of October 27, 2015H.
The designated affiliated guarantors Glatfelter and the National Association of Bank of America act as trustees.
As of February 8, 2019, the company, some of its subsidiaries, as borrowers, and some of its subsidiaries, as guarantors, and the PNC Bank, the National Association, carried out the third revised and Restated Credit Agreement, executive Agency, JP Morgan bank PNC Capital Markets Co. , Ltd. A.
HSBC Bank of AmericaA.
As co-lead arranger and co-bookkeeper, JPMorgan Chase BankA.
HSBC Bank of AmericaA. , as co-
Co-agent and Cobank of Bank of America ACBA.
Trust for manufacturers and traders
Document agent.
Second Amendment to and restate the First Amendment to the credit agreement as at February 1, 2017H.
Glatfelter company, the lender party and the National Association PNC Bank act as an administrative agent for the lender.
Loan Agreement signed on April 11, 2013 by Glatfelter Gernsbach GmbH & Co. KG.
German industrial Bank Co. , Ltd. and German industrial Bank Co. , Ltd. , April 17, 2013, by P. H.
Glatfelter company (as Guarantor)
German industrial bank Co. , Ltd. P. H.
Glatfelter company to Long-
Regular incentive plans revised and restated as of February 23, 2017 * P. H.
Glatfelter came into effect on January 1, 2015 * P and revised and reiterated the 2005 management incentive plan. H.
In February 25, 2014, Glatfelter, a company between the registrant and certain employees, supplemented the long-term disability program ** P. H.
Glatfelter's supplementary executive retirement plan (
Revised and reiterated as of January 1, 2010)**P. H.
Glatfelter's supplementary management pension plan (
Revised and reiterated as of January 1, 2008)**Form of Non-
Employee Director Restricted stock unit award certificate (
Effective May 4, 2017)
* Stock form-
Only the stock value-added reward certificate (
Effective February 26, 2014)
* Reward certificate form for performance sharing (
Effective February 23, 2017)
* Reward certificate form for performance sharing (
Effective February 26, 2014)**10.
14 forms of incentive certificates for restricted stock units (
Form effective as of February 23, 2017)
* Restricted stock unit award certificate form (
Form effective as of December 13, 2013)**Non-
Competition and non-competition
Tender agreement between P. H.
Glatfelter and Dante
Parrini, July 2, 2010
* P. retention agreementH.
Glatfelter and Timothy R.
Hess, restricted stock unit award certificate dated January 7, 2017 * Timothy R
Hess, dated January 6, 2017 * P. form of change to the control employment agreement before andH.
Glatfelter company and some employees (
Form effective as of March 7, 2008)
* P. the form of change in the employment agreement before and after controlH.
Glatfelter company and some employees (
Form effective as of August 5, 2013)
* Schedule for change of control employment agreement submitted with letter * non
Employee Director Salary, effective January 1, 2005 * P. H.
Glatfelter's deferred remuneration plan for directors will enter into force as of January 1, 2007. the * Service Agreement will enter into force. from August 1, 2006, between registrants (
Through wholly owned subsidiaries)
On October 31, 2007, Martin Lapu * retirement pension contract between registrants (
Through wholly owned subsidiaries)
And the form of the Martin Lapu ** compensation agreement for directors and officials ** guidelines for administrative severance pay ** the same as the United States of America and Wisconsin for the first unit of remedial design and remedial action actionable under Fox River and Green Bay site. P. H.
Glatfelter and wtm I (
Wisconsin tissue factory Ltd f/k/)
Agreed additions to the United States and Wisconsin consent decreeP. H.
Glatfelter and wtm I (
Wisconsin tissue factory Ltd f/k/)
A second agreed addition to the consent decree between the United States and WisconsinP. H.
Glatfelter and wtm I (
Wisconsin tissue factory Ltd f/k/)
Amended the consent decree of the United States and Wisconsin v. Fox River downstream and Green Bay site for operational unit 1 Remedial Design and remedial actionP. H.
Glatfelter and wtm I (
Wisconsin tissue factory Ltd f/k/)(
Deliberately omitted certain appendices, copies of which can be obtained free of charge from the registrant)
The remedial action executive order issued by the US Environmental Protection Agency on November 13, 2007 issued a code of business ethics for the CEO and senior finance officer of registrant GlatfelterSubsidiaries, submitted here with the consent of the independent CPA firm, and got Dante C. certification
Parrini, chairman and chief executive of Glatfelter, according to section 302nd (a)
Sabans-
2002 of the Oakley act, submitted under the certification of John P.
According to section 302nd, Jacunski, executive vice president and chief financial officer of Glatfelter (a)
Sabans-
2002 of the Oakley act, submitted under the certification of Dante C.
Glatfelter, chairman and chief executive officer of Parrini, the Austrian act 906th
Oakley Act of 2002S. C.
Section 1,350th, proof of John P is provided here
Jacunski, executive vice president and chief financial officer Glatfelter, OHS Act 906th
Oakley Act of 2002S. C.
Section 1,350th, attached is attached to Schedule 2 of the signature (a)1. 2. 3. 4. (a)(b)(c)(d)5. (a)(b)1. 2. 3. 4. (a)(b)(c)(d)5. (a)(b)1)2)By:/s/ Dante C. Parrini1)2)By:/s/ John P.
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